UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________
FORM
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement.
License Agreement
On October 17, 2023, Alkaline 88, LLC (the "Company"), a wholly owned subsidiary of The Alkaline Water Company Inc., entered into an Exclusive Licensing, Co-packing and Distribution Agreement (the "License Agreement") with Clean Bottling Inc. ("Clean Bottling").
Pursuant to the License Agreement, the Clean Bottling owns the exclusive rights to manufacture, promote, advertise, distribute and sell the entire line of Alkaline 88 bottled water products (collectively, the "Licensed Products") throughout the world and the Company granted to Clean Bottling the exclusive rights and license to use related trademarks and trade secrets. As consideration for the rights and services granted under the License Agreement, the Company shall be paid as follows: (a) a US$200,000 fixed monthly royalty payment during the five-month period from November 1, 2023 through March 31, 2024; and (b) beginning April 1, 2024, an ongoing monthly royalty payment calculated as the greater of US$200,000 or 4% of monthly gross sales of the Licensed Products.
The License Agreement also includes customary exclusivity, termination and indemnification clauses. In addition, the Company agreed to sell, convey, assign and transfer to Clean Bottling all of the Company's right, title and interest in and to the Licensed Products and related trademarks (collectively, the "Acquired Assets") upon occurrence of certain triggering events, including those relating to bankruptcy, insolvency or reorganization. In consideration for the Acquired Assets, Clean Bottling agreed to pay the following amount: (i) on the closing date, US$400,000; and (ii) a series of 24 equal monthly installment payments of US$19,166.67, due and payable until the payment equals US$4,600,000.
The term of the License Agreement will continue for five years, unless earlier terminated in accordance with the License Agreement.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| 10.1 | Exclusive Licensing, Co-packing, and Distribution Agreement dated as of October 17, 2023 by and between Alkaline 88, LLC and Clean Bottling Inc. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| THE ALKALINE WATER COMPANY INC. |
/s/ Frank Chessman |
| Frank Chessman President and Chief Executive Officer |
October 20, 2023